Parliamentary Procedure FAQ 1

What constitutes a quorum? Is the number necessary for a quorum reduced when there are vacancies on the governing body?

A quorum is the minimum number of members
of a body that may meet and transact business. Although a number less
than a quorum can take action where specifically authorized (e.g., the
statutes authorize less than a quorum to adjourn or compel attendance of
absent members), the general rule is that any action taken by a
governing body at a meeting without a lawful quorum is null and void. Board of Supervisors of Oconto County v. Hall, 47 Wis. 208, 213, 2 N.W. 291 (1879).

The number needed for a quorum
depends on the governmental body in question (see below). Usually
statutes, bylaws or ordinances set forth what constitutes a quorum for a
particular body. In the absence of any statute, bylaw or ordinance
specifying a quorum, the common-law rule is that a quorum is a majority
of the members of a body entitled to vote on all matters. 4 McQuillin,
Law of Municipal Corporations, sec. 13.34 (3d ed.). The statutes specify
what constitutes a quorum for city and village governing bodies. In
calculating quorum requirements, answers with fractions are rounded up
to the next whole number. See State ex rel. Burdick v. Tyrell, 158 Wis. 425, 434, 149 N.W. 280 (1914); Governing Bodies 321.

Cities: In cities
operating under the mayor-council form of government, the Mayor and
alderpersons constitute the common council. Sec. 62.11(1). Two-thirds of
the common council’s members constitute a quorum, except that in cities
having not more than five alderpersons, a majority is a quorum. Sec.
62.11(3)(b). The mayor is not counted in determining whether a quorum is
present at a meeting but may vote in case of a tie. Sec. 62.11(1). In
cities operating under the council-manager form of government, a
majority of the members of the council constitute a quorum. Sec.
64.29(3). The manager does not have a vote and is not counted for quorum
purposes.

Villages: In
villages, the trustees of each village constitute a village board. Sec.
61.32. The village president is a trustee by virtue of the office and
has a vote. Sec. 61.24. A majority of the members-elect constitute a
quorum. Sec. 61.32, Stats. In villages with a village manager, a quorum
is still a majority of the trustees. Sec. 64.15.

How do Vacancies Affect Quorum?

Does a vacancy reduce the number of
members needed for a quorum? Arguably, yes. A vacant office is not a
“member or “member-elect.” However, this question has not been addressed
by the Wisconsin courts or by attorney general opinions and, therefore,
cannot be answered with certainty. The majority view in those
jurisdictions that have answered the question is that where vacancies
occur, the whole number entitled to membership must be counted and not
merely the remaining members. 4 McQuillin, Law of Municipal
Corporations, sec. 13.36 (3d ed.). An argument favoring this
interpretation is that where the legislature has specified the size of
the body and a method for filling vacancies, refusing to reduce quorum
requirements due to vacancies encourages governing bodies to act to fill
vacancies in the manner prescribed.

The counter-argument, which favors
interpreting the calculation of the quorum based on the current
membership rather than the entire authorized membership, is that
although the legislature contemplated full membership, vacancies can
occur for a variety of reasons. Finding someone qualified and willing to
fill the vacancy can be difficult. Therefore, a municipality may try
but be unable to fill a vacancy and any construction which has the
potential of immobilizing government should be avoided.

Adopting a definition of “member” or
‘“member-elect” similar to the definition of member-elect in Wis. Stat.
sec. 59.001 which excludes those whose service has terminated by death,
resignation or removal from office might help eliminate uncertainty.